UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


________________





FORM
      10-QSB


________________





þ    
       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934




For
      the
      quarterly period ended June 30, 2007





o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





Commission
      File Number: 000-30556




________________





**FLAGSHIP
      GLOBAL HEALTH, INC.**




(Exact
      Name of Small Business Issuer as Specified in Its Charter)




________________




**Delaware**
            
            **11-3210792**(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                No.)




220
      West
      42 nd Street,
      23 rd Floor,
      New York, NY 10036


(Address
      of Principal Executive Offices)





(212)
      340-9100


(Issuer's
      Telephone Number, Including Area Code)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.   Yes 
      þ  No 
      o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of The Exchange Act) Yes o No þ




APPLICABLE
      ONLY TO CORPORATE ISSUERS




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 68,864,387  shares
      of
      common stock, $0.001 par value, outstanding as of August 7, 2007.




Transitional
      Small Business Disclosure Format (check one): Yes o No þ









**Flagship
      Global Health, Inc.**


**(Formerly
      known as Patients & Physicians, Inc.)**


**(A
      Development Stage Company)**




**INDEX**





**PART
      I. FINANCIAL INFORMATION**




Page**Item
                1.**
            **Condensed Financial Statements.**Condensed
                Balance Sheets, as of June 30, 2007 (unaudited) and December 31,
                2006
                (audited)
            F-2Condensed
                Statements of Operations, for the three and six months ended June
                30, 2007
                and 2006 and for the period from inception (July 9, 2002) to June
                30, 2007
                (unaudited)
            F-3Condensed
                Statement of Stockholders’ Equity (Deficit), for the period from inception
                (July 9, 2002) to June 30, 2007 (unaudited)
            F-4Condensed
                Statements of Cash Flows, for the six months ended June 30, 2007
                and 2006
                and for the period from inception (July 9, 2002) to June 30, 2007
                (unaudited)
            F-6Notes
                to Condensed Financial Statements (unaudited)
            F-7
                - F-17**Item
                2.**
            **Management’s Discussion and Analysis or Plan of
                Operation.**
            18**Item
                3.**
            **Controls and Procedures.**
            29**PART
                II. OTHER INFORMATION****Item
                1.**
            **Legal Proceedings.**
            31**Item
                2.**
            **Unregistered Sales of Equity Securities and Use of
                Proceeds.**
            31**Item
                3.**
            **Defaults
                Upon Senior Securities.**
            32**Item
                4.**
            **Submission of Matters to a Vote of Security
                Holders.**
            32**Item
                5.**
            **Other Information.**
            32**Item
                6.**
            **Exhibits.**
            32





F-1





**Flagship
      Global Health, Inc.**


**(Formerly
      known as Patients & Physicians, Inc.)**


**(A
      Development Stage Company)**


**Condensed
      Balance Sheets**


**As
      of June 30, 2007 (unaudited) and December 31, 2006**





June
                30,
              2007
            
            December
                31,
              2006(Unaudited)
            
            (Note
                2)**ASSETS****Current
                Assets:**Cash
                and cash equivalents
            
            $
            660,633
            
            $
            941,733Prepaid
                expenses and other current assets
            
            
            118,853
            
            
            162,959Total
                current assets
            
            
            779,486
            
            
            1,104,692Property
                and equipment, net
            
            
            465,365
            
            
            433,586Debt
                issuance costs, net
            
            
            55,740
            
            
            113,367Restricted
                cash
            
            
            824,117
            
            
            824,117Goodwill
            
            
            61,912
            
            
            61,912Intangible
                assets, net
            
            
            39,417
            
            
            44,917Other
                assets
            
            
            19,486
            
            
            1,265**Total
                assets**
            
            $
            2,245,523
            
            $
            2,583,856**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                Liabilities:**Accounts
                payable
            
            $
            903,398
            
            $
            206,873Accrued
                liabilities
            
            
            263,449
            
            
            364,647Notes
                payable, current portion, net of unamortized discount
            
            
            3,576,167
            
            
            5,606,078Total
                current liabilities
            
            
            4,743,014
            
            
            6,177,598Notes
                payable, net of current portion and unamortized discount
            
            
            2,858,956
            
            
            2,676,795Deferred
                rent liability
            
            
            309,925
            
            
            272,716**Total
                liabilities**
            
            
            7,911,895
            
            
            9,127,109**COMMITMENTS
                AND CONTINGENCIES**
            
            
            -
            
            
            -**Stockholders'
                Deficit:**Preferred
                stock, $0.001 par value: 25,000,000 shares authorized, 0 shares issued
                and
                outstanding at June 30, 2007 and 5,000,000 shares authorized, 0 shares
                issued and outstanding at December 31, 2006
            
            
            -
            
            
            -Common
                stock, $0.001 par value: 175,000,000 shares authorized, 61,730,129
                shares
                issued and outstanding at June 30, 2007 and 125,000,000 shares authorized,
                58,484,385 shares issued and outstanding at December 31,
                2006
            
            
            61,730
            
            
            58,484Additional
                paid-in capital
            
            
            25,628,754
            
            
            18,004,468Deficit
                accumulated during the development stage
            
            
            (31,356,856
            )
            
            (24,606,205
            )Total
                stockholders' deficit
            
            
            (5,666,372
            )
            
            (6,543,253
            )**Total
                liabilities and stockholders' deficit**
            
            $
            2,245,523
            
            $
            2,583,856




See
      Notes
      to Condensed Financial Statements




F-2





**Flagship
      Global Health, Inc.**


**(Formerly
      known as Patients & Physicians, Inc.)**


**(A
      Development Stage Company)**


**Condensed
      Statements of Operations**


**For
      the three months and six months ended June 30, 2007 and
      2006**


**and
      for the period from inception (July 9, 2002) to June 30, 2007
      (unaudited)**





Three
                Months Ended June 30,
            
            Six
                Months Ended June 30,
            
            For the period
                from inception (July 9, 2002) to
                June 30,2007
            
            2006
            
            2007
            
            2006
            
            2007Subscription
                revenue
            
            $
            47,666
            
            $
            10,172
            
            $
            98,568
            
            $
            17,186
            
            $
            177,181Costs
                of revenue
            
            
            5,333
            
            
            1,523
            
            
            12,608
            
            
            3,721
            
            
            31,256Gross
                profit
            
            
            42,333
            
            
            8,649
            
            
            85,960
            
            
            13,465
            
            
            145,925Costs
                and expenses:Membership
                services
            
            
            621,203
            
            
            652,951
            
            
            1,296,025
            
            
            1,294,915
            
            
            6,116,750Selling,
                general and administrative
            
            
            1,824,759
            
            
            1,655,380
            
            
            3,456,313
            
            
            3,302,930
            
            
            19,097,070Loss
                on sale of equipment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            88,953Impairment
                of long-lived assets
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            505,377Total
                costs and expenses
            
            
            2,445,962
            
            
            2,308,331
            
            
            4,752,338
            
            
            4,597,845
            
            
            25,808,150Loss
                from operations
            
            
            (2,403,629
            )
            
            (2,299,682
            )
            
            (4,666,378
            )
            
            (4,584,380
            )
            
            (25,662,225
            )Interest
                income
            
            
            5,813
            
            
            14,343
            
            
            14,649
            
            
            25,907
            
            
            94,115Amortization
                of debt discounts anddebt
                issuance costs
            
            
            (934,597
            )
            
            (1,008,454
            )
            
            (1,766,734
            )
            
            (1,673,368
            )
            
            (4,660,671
            )Interest
                expense
            
            
            (232,811
            )
            
            (179,920
            )
            
            (479,488
            )
            
            (277,348
            )
            
            (1,316,016
            )Other
                income, net
            
            
            70,451
            
            
            -
            
            
            147,300
            
            
            -
            
            
            187,941Loss
                before provision for income taxes
            
            
            (3,494,773
            )
            
            (3,473,713
            )
            
            (6,750,651
            )
            
            (6,509,189
            )
            
            (31,356,856
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            
            (3,494,773
            )
            
            (3,473,713
            )
            
            (6,750,651
            )
            
            (6,509,189
            )
            $
            (31,356,856
            )Accretion
                of preferred stock
            
            
            -
            
            
            (187,052
            )
            
            -
            
            
            (193,858
            )Net
                loss attributable to common stockholders
            
            $
            (3,494,773
            )
            $
            (3,660,765
            )
            $
            (6,750,651
            )
            $
            (6,703,047
            )Weighted
                average number of shares outstanding, basic and diluted
            
            
            59,769,618
            
            
            43,220,608
            
            
            59,067,754
            
            
            41,513,065Net
                loss per share, basic and diluted
            
            $
            (0.06
            )
            $
            (0.08
            )
            $
            (0.11
            )
            $
            (0.16
            )




See
      Notes
      to Condensed Financial Statements




F-3





**Flagship
      Global Health, Inc.**


**(Formerly
      known as Patients & Physicians, Inc.)**


**(A
      Development Stage Company)**


**Condensed
      Statement of Stockholders' Equity (Deficit)**


**For
      the period from inception (July 9, 2002) to June 30, 2007
      (unaudited)**




Deficit
            
            TotalAdditional
            
            Accumulated
            
            Stockholders'Common
                Stock
            
            Paid-in
            
            During
                the
            
            EquityShares
            
            Amount
            
            Capital
            
            Development Stage
            
            (Deficit)**Balances
                at July 9, 2002 (inception)**
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock to founders at $0.001 per share in August
                2002
            
            
            16,000,000
            
            
            16,000
            
            
            -
            
            
            -
            
            
            16,000Sale
                of common stock at $0.044 per share in August 2002
            
            
            2,857,150
            
            
            2,857
            
            
            122,143
            
            
            -
            
            
            125,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (107,271
            )
            
            (107,271
            )**Balances
                at December 31, 2002**
            
            
            18,857,150
            
            
            18,857
            
            
            122,143
            
            
            (107,271
            )
            
            33,729Issuance
                of common stock in exchange for goods and services at $0.056 per
                share in
                August 2003
            
            
            13,678,910
            
            
            13,679
            
            
            746,321
            
            
            -
            
            
            760,000Issuance
                of common stock to employees at $0.056 per share in August
                2003
            
            
            1,510,000
            
            
            1,510
            
            
            82,386
            
            
            -
            
            
            83,896Cancellation
                of founders' shares at $0.001 per share in August 2003
            
            
            (3,510,000
            )
            
            (3,510
            )
            
            3,510
            
            
            -
            
            
            -Issuance
                of options to purchase common stock to employees for
                services
            
            
            -
            
            
            -
            
            
            37,243
            
            
            -
            
            
            37,243Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (495,895
            )
            
            (495,895
            )**Balances
                at December 31, 2003**
            
            
            30,536,060
            
            
            30,536
            
            
            991,603
            
            
            (603,166
            )
            
            418,973Exercise
                of stock options at $0.035 per share in August 2004
            
            
            1,000,000
            
            
            1,000
            
            
            34,000
            
            
            -
            
            
            35,000Value
                of warrants issued in connection with the sale of Redeemable Series
                A
                Convertible Preferred Stock
            
            
            -
            
            
            -
            
            
            143,066
            
            
            -
            
            
            143,066Accretion
                of Redeemable Series A Convertible Preferred Stock
            
            
            -
            
            
            -
            
            
            (16,223
            )
            
            -
            
            
            (16,223
            )Issuance
                of options to purchase common stock to employees for
                services
            
            
            -
            
            
            -
            
            
            95,162
            
            
            -
            
            
            95,162Issuance
                of options to purchase common stock to non-employees for
                services
            
            
            -
            
            
            -
            
            
            275,951
            
            
            -
            
            
            275,951Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (3,248,897
            )
            
            (3,248,897
            )**Balances
                at December 31, 2004**
            
            
            31,536,060
            
            
            31,536
            
            
            1,523,559
            
            
            (3,852,063
            )
            
            (2,296,968
            )Exercise
                of stock options at $0.20 per share in September 2005
            
            
            250
            
            
            -
            
            
            50
            
            
            -
            
            
            50Accretion
                of Redeemable Series A Convertible Preferred Stock
            
            
            -
            
            
            -
            
            
            (19,473
            )
            
            -
            
            
            (19,473
            )Accretion
                of Redeemable Series B Convertible Preferred Stock
            
            
            -
            
            
            -
            
            
            (4,255
            )
            
            -
            
            
            (4,255
            )Stock
                issued in lieu of compensation at $0.525 per share in March
                2005
            
            
            3,031,250
            
            
            3,031
            
            
            1,588,375
            
            
            -
            
            
            1,591,406Issuance
                of options to purchase common stock to employees for
                services
            
            
            -
            
            
            -
            
            
            243,470
            
            
            -
            
            
            243,470Issuance
                of options to purchase common stock to non-employees for
                services
            
            
            -
            
            
            -
            
            
            321,179
            
            
            -
            
            
            321,179Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,599,177
            )
            
            (7,599,177
            )**Balances
                at December 31, 2005**
            
            
            34,567,560
            
            
            34,567
            
            
            3,652,905
            
            
            (11,451,240
            )
            
            (7,763,768
            )Allocation
                of value to common stock, issued in connection with convertible debt
                financing
            
            
            7,968,950
            
            
            7,969
            
            
            3,127,729
            
            
            -
            
            
            3,135,698Allocation
                of value to warrants issued in connection with convertible debt
                financing
            
            
            -
            
            
            -
            
            
            457,671
            
            
            -
            
            
            457,671Allocation
                of value to beneficial conversion feature in connection with convertible
                debt financing
            
            
            -
            
            
            -
            
            
            1,695,111
            
            
            -
            
            
            1,695,111Conversion
                of Redeemable Series A Convertible Preferred Stock in connection
                with
                acquisition
            
            
            7,755,481
            
            
            7,755
            
            
            2,117,244
            
            
            -
            
            
            2,124,999Conversion
                of Redeemable Series B Convertible Preferred Stock in connection
                with
                acquisition
            
            
            5,205,764
            
            
            5,206
            
            
            3,379,400
            
            
            -
            
            
            3,384,606




F-4




**Flagship
      Global Health, Inc.**


**(Formerly
      known as Patients & Physicians, Inc.)**


**(A
      Development Stage Company)**


**Condensed
      Statement of Stockholders' Equity (Deficit)**


**For
      the period from inception (July 9, 2002) to June 30, 2007
      (unaudited)**




Deficit
            
            TotalAdditional
            
            Accumulated
            
            Stockholders'Common
                Stock
            
            Paid-in
            
            During
                the
            
            EquityShares
            
            Amount
            
            Capital
            
            Development Stage
            
            (Deficit)Issuance
                of shares in connection with acquisition
            
            
            174,130
            
            
            174
            
            
            (250
            )
            
            -
            
            
            (76
            )Exercise
                of vested options at $0.89 per share in January 2006
            
            
            2,500
            
            
            2
            
            
            2,223
            
            
            -
            
            
            2,225Exercise
                of vested options at $0.10 per share in May 2006
            
            
            75,000
            
            
            75
            
            
            7,425
            
            
            -
            
            
            7,500Exercise
                of vested options at $0.20 per share in May 2006
            
            
            12,500
            
            
            13
            
            
            2,487
            
            
            -
            
            
            2,500Exercise
                of vested options at $0.10 per share in June 2006
            
            
            110,000
            
            
            110
            
            
            10,890
            
            
            -
            
            
            11,000Exercise
                of vested options at $0.20 per share in June 2006
            
            
            12,500
            
            
            13
            
            
            2,487
            
            
            -
            
            
            2,500Accretion
                of Redeemable Series A Convertible Preferred Stock
            
            
            -
            
            
            -
            
            
            (160,241
            )
            
            -
            
            
            (160,241
            )Accretion
                of Redeemable Series B Convertible Preferred Stock
            
            
            -
            
            
            -
            
            
            (33,617
            )
            
            -
            
            
            (33,617
            )Issuance
                of shares in connection with the share exchange
            
            
            1,200,000
            
            
            1,200
            
            
            (1,200
            )
            
            -
            
            
            -Issuance
                of shares in connection with acquisition of assets
            
            
            300,000
            
            
            300
            
            
            185,700
            
            
            -
            
            
            186,000Issuance
                of options to purchase common stock to employees for
                services
            
            
            -
            
            
            -
            
            
            1,075,008
            
            
            -
            
            
            1,075,008Issuance
                of options to purchase common stock to non-employees for
                services
            
            
            -
            
            
            -
            
            
            284,596
            
            
            -
            
            
            284,596Issuance
                of common stock and warrants at $2.00 per unit in December
                2006
            
            
            1,100,000
            
            
            1,100
            
            
            2,198,900
            
            
            -
            
            
            2,200,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (13,154,965
            )
            
            (13,154,965
            )**Balances
                at December 31, 2006**
            
            
            58,484,385
            
            
            58,484
            
            
            18,004,468
            
            
            (24,606,205
            )
            
            (6,543,253
            )Issuance
                of common stock and warrants at $2.00 per unit in January
                2007
            
            
            565,000
            
            
            565
            
            
            1,129,435
            
            
            -
            
            
            1,130,000Issuance
                of common stock and warrants at $2.00 per unit in connection with
                conversion of Short Term Note in May 2007
            
            
            200,000
            
            
            200
            
            
            399,800
            
            
            -
            
            
            400,000Issuance
                of common stock and warrants at $2.00 per unit in June
                2007
            
            
            135,000
            
            
            135
            
            
            269,865
            
            
            -
            
            
            270,000Issuance
                of common stock and warrants at $2.00 per unit in connection with
                debt
                conversion in June 2007
            
            
            2,167,877
            
            
            2,168
            
            
            4,333,586
            
            
            -
            
            
            4,335,754Issuance
                of common stock in connection with conversion of Convertible Notes
                at
                $0.90 per share in June 2007
            
            
            47,222
            
            
            47
            
            
            42,453
            
            
            -
            
            
            42,500Issuance
                of common stock in exchange for services at $1.95 per share in June
                2007
            
            
            130,645
            
            
            131
            
            
            254,627
            
            
            -
            
            
            254,758Issuance
                of options to purchase common stock to employees for
                services
            
            
            -
            
            
            -
            
            
            278,023
            
            
            -
            
            
            278,023Issuance
                of options to purchase common stock to non-employees for
                services
            
            
            -
            
            
            -
            
            
            352,140
            
            
            -
            
            
            352,140Allocation
                of value to warrants issued in conjunction with Bridge
                Notes
            
            
            -
            
            
            -
            
            
            309,477
            
            
            -
            
            
            309,477Allocation
                of value to warrants issued in conjunction with Short Term
                Note
            
            
            -
            
            
            -
            
            
            127,440
            
            
            -
            
            
            127,440Allocation
                of value to beneficial conversion feature in connection with Short
                Term
                Note
            
            
            -
            
            
            -
            
            
            127,440
            
            
            -
            
            
            127,440Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,750,651
            )
            
            (6,750,651
            )**Balances
                at June 30, 2007 (unaudited)**
            
            
            61,730,129
            
            $
            61,730
            
            $
            25,628,754
            
            $
            (31,356,856
            )
            $
            (5,666,372
            )




See
      Notes
      to Condensed Financial Statements




F-5




**Flagship
      Global Health, Inc.**


**(Formerly
      known as Patients & Physicians, Inc.)**


**(A
      Development Stage Company)**


**Condensed
      Statements of Cash Flows**


**For
      the six months ended June 30, 2007 and 2006**


**and
      for the period from inception (July 9, 2002) to June 30, 2007
      (unaudited)**





Six
                Months Ended June 30,
            
            For
                the period from inception
              (July 9, 2002)2007
            
            2006
            
            to
                June 30, 2007**OPERATING
                ACTIVITIES**Net
                loss
            
            $
            (6,750,651
            )
            $
            (6,509,189
            )
            $
            (31,356,856
            )Adjustments
                to reconcile net loss to net cash used in operating activities:Stock-based
                compensation expense
            
            
            630,163
            
            
            855,061
            
            
            2,962,772Amortization
                of debt discounts and debt issuance costs
            
            
            1,766,734
            
            
            1,673,368
            
            
            4,660,671Depreciation
                and amortization expense
            
            
            119,634
            
            
            85,119
            
            
            646,982Deferred
                rent liability
            
            
            37,209
            
            
            -
            
            
            309,925Loss
                on sale of equipment
            
            
            -
            
            
            -
            
            
            88,953Common
                stock issued in exchange for services
            
            
            254,758
            
            
            -
            
            
            506,441Conversion
                of accrued interest to equity
            
            
            335,754
            
            
            
            
            
            335,754Preferred
                stock issued in exchange for services
            
            
            -
            
            
            -
            
            
            85,000Common
                stock issued to employees
            
            
            -
            
            
            -
            
            
            83,896Common
                stock issued to founders
            
            
            -
            
            
            -
            
            
            16,000Common
                stock issued to employees in lieu of compensation
            
            
            -
            
            
            -
            
            
            1,591,406Note
                payable issued in lieu of compensation
            
            
            -
            
            
            -
            
            
            165,000Impairment
                of long-lived assets
            
            
            -
            
            
            -
            
            
            505,377Changes
                in operating assets and liabilities:Prepaid
                expenses and other current assets
            
            
            44,106
            
            
            151,249
            
            
            (118,853
            )Other
                non current assets
            
            
            (18,221
            )
            
            (18,130
            )
            
            (19,486
            )Restricted
                cash
            
            
            -
            
            
            -
            
            
            (824,117
            )Accounts
                payable and accrued liabilities
            
            
            595,327
            
            
            (470,024
            )
            
            1,166,848Net
                cash used in operating activities
            
            
            (2,985,187
            )
            
            (4,232,546
            )
            
            (19,194,287
            )**INVESTING
                ACTIVITIES**Purchases
                of property and equipment
            
            
            (145,913
            )
            
            (40,649
            )
            
            (1,222,452
            )Proceeds
                from the sale of equipment
            
            
            -
            
            
            -
            
            
            25,000Net
                cash used in investing activities
            
            
            (145,913
            )
            
            (40,649
            )
            
            (1,197,452
            )**FINANCING
                ACTIVITIES**Proceeds
                from stockholders
            
            
            -
            
            
            -
            
            
            83,763Proceeds
                from issuance of common stock and warrants
            
            
            1,400,000
            
            
            6,017
            
            
            3,732,969Proceeds
                from exercise of stock options
            
            
            -
            
            
            25,725
            
            
            60,775Proceeds
                from issuance of Redeemable Series A ConvertiblePreferred
                Stock
            
            
            -
            
            
            -
            
            
            1,735,000Costs
                associated with issuance of Redeemable Series A ConvertiblePreferred
                Stock
            
            
            -
            
            
            -
            
            
            (52,871
            )Proceeds
                from exercise of warrants to purchase Redeemable Series AConvertible
                Preferred Stock
            
            
            -
            
            
            137,120
            
            
            305,000Proceeds
                from issuance of Redeemable Series B ConvertiblePreferred
                Stock
            
            
            -
            
            
            -
            
            
            3,383,748Costs
                associated with issuance of Redeemable Series B ConvertiblePreferred
                Stock
            
            
            -
            
            
            -
            
            
            (37,015
            )Proceeds
                from issuance of notes payable
            
            
            400,000
            
            
            4,000,000
            
            
            7,335,000Issuance
                of shares in connection with acquisition
            
            
            -
            
            
            -
            
            
            (76
            )Debt
                issuance costs
            
            
            -
            
            
            (166,943
            )
            
            (225,321
            )Repayments
                of notes payable
            
            
            -
            
            
            (240,000
            )
            
            (500,000
            )Proceeds
                from issuance of convertible bridge notes, net
            
            
            1,050,000
            
            
            -
            
            
            1,050,000Proceeds
                from issuance of convertible term notes, net
            
            
            -
            
            
            4,181,400
            
            
            4,181,400**Net
                cash provided by financing activities**
            
            
            2,850,000
            
            
            7,943,319
            
            
            21,052,372**Net
                increase (decrease) in cash**
            
            
            (281,100
            )
            
            3,670,124
            
            
            660,633**Cash
                at beginning of period**
            
            
            941,733
            
            
            138,344
            
            
            -**Cash
                at end of period**
            
            $
            660,633
            
            $
            3,808,468
            
            $
            660,633**Supplemental
                cash flow information**Cash
                payments for interest
            
            $
            308,127
            
            $
            -
            
            $
            901,256





See
      Notes
      to Condensed Financial Statements





F-6




**1.**
            **Nature
                of Business and Basis of
                Presentation**





Flagship
      Global Health, Inc (“Flagship”) (formerly known as Patients & Physicians,
      Inc.) was organized on February 5, 1993, and commenced operations on July 9,
      2002.





All
      references to “Company”, “our”, “us”, or “we” shall apply to Flagship Global
      Health, Inc.





On
      June
      27, 2006, Flagship closed an Exchange Agreement (the “Share Exchange”) with all
      of the stockholders of Flagship Patient Advocates, Inc. (“Advocates”) whereby
      Flagship acquired all of the issued and outstanding capital stock of Advocates.
      Upon completion of the Share Exchange, Advocates’ stockholders controlled
      approximately 99% of the then issued and outstanding common stock. Prior to
      the
      Share Exchange, Flagship was a shell company. Post the Share Exchange, Advocates
      business activities were the activities of Flagship. As a result of these
      factors, this transaction has been treated as a reverse merger and a capital
      transaction, equivalent to the issuance of stock by Advocates for Flagship’s net
      assets and, accordingly, the historical financial statements prior to June
      27,
      2006 are those of Advocates. All shares and per share data prior to the Share
      Exchange have been restated to reflect the stock issuances and the effect of
      the
      closing of the Share Exchange.





On
      January 12, 2007, a Certificate of Ownership and Merger was filed with the
      Secretary of State of the State of Delaware, pursuant to which Flagship merged
      with Advocates, its wholly owned subsidiary. As a result of the merger, Flagship
      assumed all the obligations of Advocates and the operations of Advocates were
      dissolved. As the surviving entity, Patients & Physicians, Inc. changed its
      name to Flagship Global Health, Inc. on January 12, 2007.





To
      date,
      Flagship has been focused on developing an international membership-based
      specialty healthcare advocacy company providing physician referrals on a
      priority basis, emergent care needs, a personal electronic internet-based
      medical record repository and air evacuation to its members, all linked by
      a
      sophisticated IT management system.





Flagship
      has not generated significant revenues through June 30, 2007, and is considered
      to be a development stage company in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 7, *Accounting
      and Reporting by Development Stage Enterprises* .





The
      accompanying unaudited condensed financial statements have been prepared
      assuming the Company will continue as a going concern. We have experienced
      net
      losses of $31,356,856 since inception (July 9, 2002), including $6,750,651
      and
      $6,509,189 for the six months ended June 30, 2007 and 2006, respectively. In
      addition, we had a working capital deficit of $3,963,528 at June 30, 2007.





The
      Company recently completed an equity financing in July 2007 and realized net
      proceeds of $14,231,349 (Note 9). Management recognizes that Flagship’s
      continuation as a going concern is dependent upon its ability to generate
      sufficient cash flows to allow the Company to continue the development of its
      business plan and satisfy its obligations on a timely basis. Although there
      can
      be no assurance, management believes that such cash flows will be provided
      by
      additional equity and/or debt financings through the time in which Flagship
      emerges from the development stage and generates sufficient positive cash flows
      from its operations. Our unaudited condensed financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.




F-7




**2.**
              **Summary
                  of Significant Accounting
                  Policies**





**Interim
      Financial Statements**





The
      accompanying (a) condensed balance sheet as of December 31, 2006, which has
      been
      derived from audited statements, and (b) unaudited condensed financial
      statements have been prepared pursuant to the rules and regulations of the
      Securities and Exchange Commission (“SEC”). Certain information and footnote
      disclosures normally included in financial statements prepared in accordance
      with accounting principles generally accepted in the United States of America
      have been omitted pursuant to such rules and regulations. However, the Company
      believes that the disclosures are adequate to make the information presented
      not
      misleading. The unaudited condensed financial statements reflect all adjustments
      (consisting only of normal recurring adjustments) that are, in the opinion
      of
      management, necessary for a fair presentation of the Company’s financial
      position and results of operations. The operating results for the six months
      ended June 30, 2007 and 2006 are not necessarily indicative of the results
      to be
      expected for any other interim period of any future year. The accompanying
      unaudited condensed financial statements should be read in conjunction with
      the
      Company’s audited financial statements for the year ended December 31, 2006
      included in its Form 10-KSB filed with the SEC on April 2, 2007.




**Use
      of Estimates**




The
      preparation of the Company’s condensed financial statements in conformity with
      accounting principles generally accepted in the United States of America
      (“GAAP”) requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent assets
      and liabilities at the date of the financial statements and the reported amounts
      of revenues, if any, and expenses during the reporting period. The accounting
      estimates that require management’s most difficult and subjective judgments
      include capitalization of certain assets, depreciable/amortizable lives,
      impairment of long-lived assets, the expected volatility of common stock and
      the
      fair value of common stock and options issued for services as well as the
      allocation of proceeds from the issuance of debt and equity instruments. Because
      of the uncertainty inherent in such estimates, actual results may differ from
      these estimates.




**Reclassifications**




Certain
      reclassifications have been made in the prior period condensed financial
      statements to conform to the current period presentation.




**Net
      Loss Per Share**





Net
      loss
      per share is computed based on the weighted average number of shares of common
      stock outstanding during the period.





Basic
      loss per share is computed by dividing loss available to common stockholders
      by
      the weighted average common shares outstanding for the period. Diluted earnings
      per share reflects the potential dilution that could occur if securities or
      other contracts to issue common stock were exercised or converted into common
      stock or resulted in the issuance of common stock that then shared in the
      earnings of the entity. Since the effect of outstanding warrants, options and
      debt conversion features is antidilutive, due to the losses of the Company,
      they
      have been excluded from the Company’s computation of net loss per share for the
      three and six months ended June 30, 2007 and 2006. Therefore, basic and diluted
      loss per share were the same for the three and six months ended June 30, 2007
      and 2006. The total number of potentially dilutive securities excluded from
      the
      calculation of diluted loss per share for the three and six months ended June
      30, 2007 and 2006 was 24,003,531 and 16,992,064, respectively.





F-8




**Revenue
      Recognition**




The
      Company recognizes revenues in accordance with SEC Staff Accounting Bulletin
      No.
      101, *Revenue
      Recognition in Financial Statements* (“SAB
      No. 101”) as amended by SEC Staff Accounting Bulletin No. 104, *Revenue
      Recognition* ,
      *revised and updated* (“SAB No. 104”), which stipulates that revenue
      generally is realized or realizable and earned, once persuasive evidence of
      an
      arrangement exists, delivery has occurred or services have been rendered, the
      fee is fixed or determinable and collectibility is reasonably assured. The
      Company sells memberships to individuals and institutions for access to its
      healthcare service offerings. The Company recognizes revenue ratably, over
      the
      life of the membership. The Company recognized $98,568 and $17,186 of revenue
      for the six months ended June 30, 2007 and 2006, respectively.




**Stock-Based
      Compensation**




The
      Company accounts for share-based compensation to employees and directors in
      accordance with SFAS No. 123(R), *Share-Based
      Payment* (“SFAS
      No. 123(R)”), which requires the recognition of compensation expense for
      employee stock options and other share-based payments. Under SFAS No. 123(R),
      expense related to employee stock options and other share-based payments is
      recognized over the relevant service period based on the fair value of each
      stock option grant.





The
      Company has accounted for non-employee compensation expense in accordance with
      Emerging Issues Task Force (“EITF”) Issue No. 96-18, *Accounting
      for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services* (“EITF
      96-18”), which requires non-employee share based compensation to be measured at
      their fair value as of the earlier of the date at which a commitment for
      performance to earn the equity instruments is reached (“performance commitment
      date”) or the date at which performance is complete (“performance completion
      date”). Non-employee stock options which involve only performance conditions
      when neither the performance commitment date nor performance completion date
      has
      occurred as of the interim financial reporting date are accounted for by
      measuring the instrument’s then-current fair value. As of June 30, 2007, the
      Company accounted for 2,545,000 options under the guidance of EITF
      96-18.




The
      Company has followed the guidance outlined in the Financial Accounting Standards
      Board (the “FASB”) Interpretations (“FIN”) No. 28, *Accounting
      for Stock Appreciation Rights and Other Variable Stock Option or Award
      Plans* (“FIN
      28”) as it relates to computing expense when appreciation rights vest over
      time.





**Income
      Taxes**





In
      July
      2006, the FASB issued Interpretation FIN No. 48, *Accounting
      for Uncertainty in Income Taxes, and Interpretation of FASB Statement No. 109* (“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
      in a company’s financial statements and prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in an income tax return. FIN 48
      also provides guidance in derecognition, classification, interest and penalties,
      accounting in interim periods, disclosures and transition. FIN 48 is effective
      for fiscal years beginning after December 15, 2006. The adoption of FIN 48
      did
      not have a significant effect on the Company’s unaudited condensed financial
      statements.





F-9




**Registration
      Payment Arrangements**




The
      Company accounts for registration rights included in financing agreements in
      accordance with FASB Staff Position EITF 00-19-2, *Accounting
      for Registration Payment Arrangements* (“EITF-00-19-2”).
      In accordance with EITF 00-19-2, the Company examines the probability that
      the
      registration of all shares of common stock in connection with future possible
      exercises of outstanding warrants to remain effective. The Company expects
      the
      registration of such shares to remain effective and therefore no contingent
      liability has been recorded as of June 30, 2007.




**Recent
      Accounting Pronouncements Issued, Not Yet Adopted**




In
      September 2006, the FASB issued FASB Statement No. 157, *Fair
      Value Measurements* (“SFAS
      No. 157”), which defines fair value, establishes a framework for measuring fair
      value under GAAP, and expands disclosures about fair value measurements. SFAS
      No. 157 applies to other accounting pronouncements that require or permit fair
      value measurements. The new guidance is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and for interim
      periods within those fiscal years. The Company is evaluating the potential
      impact, if any, of the adoption of SFAS No. 157 on its condensed financial
      statements.





In
      February 2007, FASB issued Statement No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS
      No. 159”). SFAS No. 159 provides a “Fair Value Option” under which a company may
      irrevocably elect fair value as the initial and subsequent measurement attribute
      for certain financial assets and liabilities. SFAS No. 159 will be available
      on
      a contract-by-contract basis with changes in fair value recognized in earnings
      as those changes occur. SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007. SFAS No. 159 also allows early adoption provided that
      the entity also adopts the requirements of SFAS No. 157. The Company does not
      believe the adoption of SFAS No. 159 will have a material impact, if any, on
      its
      condensed financial statements.




Management
      does not believe that any other recently issued, but not yet effected,
      accounting standards if currently adopted would have a material effect on the
      Company’s condensed financials statements.





**3.**
            **Stock-Based
                Compensation**





The
      Company issues stock-based compensation to its officers, directors, employees
      and consultants under its Amended and Restated 2006 Stock Option and Grant
      Plan
      (the “Stock Option Plan”). There are 19,622,000 shares authorized under the
      Stock Option Plan. The maximum life of options granted is generally 10 years
      and
      the options generally vest over a period of four years. The Board of Directors
      of the Company may approve other vesting schedules. Vested options may be
      exercised in whole or in part. The exercise price is determined by the Board
      of
      Directors at the end of the quarter in which the option grants are issued
      considering factors such as the reported fair market value of the stock, recent
      sales of stock, results of operations and the state of the Company’s business
      and industry.





A
      summary
      of stock-based compensation expense recognized during the three and six months
      ended June 30, 2007 and 2006 is presented below:




F-10




Three
                Months Ended June 30,
            
            Six
                Months Ended June 30,2007
            
            2006
            
            2007
            
            2006Membership
                services
            
            $
            18,482
            
            $
            15,693
            
            $
            36,306
            
            $
            61,213Selling,
                general and administrative
            
            
            178,774
            
            
            112,695
            
            
            241,717
            
            
            648,508Non-employees
            
            
            176,767
            
            
            126,096
            
            
            352,140
            
            
            145,340Total
                options expense
            
            $
            374,023
            
            $
            254,484
            
            $
            630,163
            
            $
            855,061




A
      summary
      of options activity for the six months ended June 30, 2007 is presented
      below:





Options
            
            Weighted
                Average
              Exercise
                PriceOutstanding,
                December 31, 2006
            
            
            7,213,250
            
            $
            0.14Granted
            
            
            4,260,000
            
            
            1.18Exercised
            
            
            -
            
            
            -Forfeited
                or expired
            
            
            (22,500
            )
            
            0.50Outstanding,
                June 30, 2007
            
            
            11,450,750
            
            $
            0.89Exercisable,
                June 30, 2007
            
            
            3,675,250
            
            $
            0.62




The
      fair
      value of each stock option grant to employees is estimated on the date of grant.
      A Black-Scholes option-pricing model, applying the following assumptions, was
      used to estimate the fair value for employee stock options issued:





Six
                Months Ended June 30,2007
            
            2006Expected
                volatility
            
            
            81%
                to 82
            %
            
            69
            %Risk-free
                interest rate
            
            
            4.58%
                to 5.03
            %
            
            4.58%
                to 4.83
            %Expected
                life of options
            
            
            5.33
                years
            
            
            10
                years




Due
      to
      the Company’s limited history as a public company, the Company has estimated
      expected volatility based on the historical volatility of certain comparable
      companies as determined by management. The risk-free interest rate assumption
      is
      based upon observed interest rates appropriate for the expected term of the
      Company’s employee stock options. The dividend yield assumption is based on the
      Company’s intent not to issue a dividend under its dividend policy. The
      expected life is based on the simplified method in accordance with SEC
      Staff Accounting Bulletin No. 107, *Share-Based
      Payment* (“SAB
      No. 107”).





The
      weighted average grant-date fair value of the options granted was $1.08 per
      share and $0.47 per share for the six months ended June 30, 2007 and 2006,
      respectively.




The
      options outstanding at June 30, 2007 have exercise prices ranging from $0.035
      to
      $2.00 per share, a weighted average remaining contractual life of approximately
      8.1 years and an intrinsic value of $10,813,798.




The
      options which are exercisable at June 30, 2007 have a weighted average remaining
      contractual life of approximately 8.0 years, and an intrinsic value of
      $2,311,423.




F-11




As
      of
      June 30, 2007, there was $2,902,631 of total deferred compensation cost related
      to options issued to employees that will be recognized in expense over a
      weighted average period of 1.7 years.




**4.**
              **Debt**





Debt
      financings consist of the following as of June 30, 2007:





Principal
            
            Unamortized Debt
              Discount
            
            NetLaurus
                Convertible Notes
            
            $
            4,100,000
            
            $
            (801,386
            )
            $
            3,298,614Junior
                Convertible Notes
            
            
            2,957,500
            
            
            (583,738
            )
            
            2,373,762Bridge
                Notes
            
            
            1,050,000
            
            
            (287,253
            )
            
            762,747$
            8,107,500
            
            $
            (1,672,377
            )
            
            6,435,123Less
                current portion
            
            
            
            
            
            
            
            
            3,576,167Long
                term portion
            
            
            
            
            
            
            
            $
            2,858,956




*Convertible
      Bridge Notes*





The
      Company issued an aggregate of $1,050,000 of 9% convertible bridge notes in
      the second quarter of 2007 (the “Bridge Notes”). Total unpaid principal,
      together with all accrued interest is due one year from the issuance date of
      each. The Bridge Note holders received warrants to purchase 525,000 shares
      of
      the Company’s common stock at an exercise price equal to $2.00 per share and a
      five year term. In the event the Company completes the closing of a financing
      at
      any time prior to the maturity of the Bridge Notes, the Bridge Note holders
      may,
      at their sole option, convert the remaining outstanding principal and accrued
      interest, into the form of securities issued in such next round of financing
      on
      the same terms and conditions and the same price per share of the securities
      issued in such financing (Note 9). The Company allocated the $1,050,000 of
      proceeds from the Bridge Notes based on the computed relative fair values of
      the
      debt and the warrants issued to the Bridge Note holders. The warrants were
      valued using a Black-Scholes option pricing model with the following
      assumptions: (1) common stock fair values ranging from $1.05 to $1.50 per share
      on the date of issuance, (2) expected volatility of 81%, (3) risk free rates
      ranging from 4.51% to 4.55% on the date of issuance, (4) life of 5 years and
      (5)
      no dividend, which resulted in a fair value of $438,813 for the warrants. The
      resulting relative fair value of the warrants was $309,477. Accordingly, the
      resulting relative fair value allocated to the debt component at the date of
      issuance was $740,523. Since the conversion of the Bridge Notes is contingent
      upon the completion of a future event no beneficial conversion was recorded
      at
      the time of issuance.





*Short
      Term Note*





In
      April
      2007, the Company issued a $400,000 short term note (the “Short Term Note”). The
      Short Term Note bears interest at 9%. The Short Term Note holder received a
      warrant to purchase 200,000 shares of the Company’s common stock at an exercise
      price equal to $2.00 per share and a five year term. The Short Term Note was
      converted into common stock under the same terms and conditions as the Interim
      Financing in May 2007 (Note 5). The warrant was valued using a Black-Scholes
      option pricing model with the following assumptions: (1) common stock fair
      value
      of $1.50 per share on the date of issuance, (2) expected volatility of 81%,
      (3)
      risk free rate of 4.56% on the date of issuance, (4) life of 5 years and (5)
      no
      dividend, which resulted in a fair value of $187,027 for the warrant. The result
      was a relative fair value of the warrant of $127,440, and a beneficial
      conversion feature of $127,440. Accordingly, the net carrying value of the
      debt
      component at the date of issuance was $145,120. Upon conversion of the Short
      Term Note the Company recorded a charge to operations for the total debt
      discount of $254,880, which is included in amortization of debt discounts and
      debt issuance costs.




F-12




*Laurus
      Notes*




In
      2006
      Flagship entered into a securities purchase agreement (the “Laurus Securities
      Agreement”) with Laurus Master Fund, Ltd. (“Laurus”). Under the Laurus
      Securities Agreement, Laurus purchased from Flagship a secured convertible
      term
      note (the “Laurus Convertible Note”) in an aggregate principal amount of
      $4,100,000, which is collateralized by substantially all of Flagship’s assets.
      The Laurus Convertible Note bears interest at 1.0% above the prime rate, with
      a
      minimum interest rate of 7%, and is convertible in whole or in part into common
      stock of the Company at a fixed conversion price of $0.90 per share at the
      election of Laurus. The value of the warrant was initially recorded as debt
      discount and is being amortized over the life of the note.




*Junior
      Notes*





In
      2006
      Flagship entered into a securities purchase agreement (the “Junior Securities
      Agreement”) with certain holders of Flagship’s short-term notes. Under the
      Junior Securities Agreement, the note holders (the “Junior Note Holders”) agreed
      to convert $3,000,000 of the short-term notes previously issued into secured
      convertible term notes (the “Junior Convertible Notes”) in Flagship. The Junior
      Convertible Notes bear interest at 1.0% above the prime rate, with a minimum
      interest rate of 7% and are convertible in whole or in part into common stock
      of
      the Company at a fixed conversion price of $0.90 per share at the election
      of
      each of the Junior Note Holders. During June 2007, two Junior Note Holders
      converted principal of $42,500 of Junior Convertible Notes in exchange for
      47,222 shares of the Company’s common stock. The value of the warrants was
      initially recorded as debt discount and is being amortized over the life of
      the
      notes.




*Debt
      Discounts and Debt Issuance Costs*




During
      the six months ended June 30, 2007, and 2006, $1,709,107 and $1,646,039,
      respectively, of debt discounts were amortized and included in amortization
      of
      debt discounts and debt issuance costs on the accompanying condensed statements
      of operations. During the six months ended June 30, 2007, and 2006, $57,627
      and
      $27,329 respectively, of debt issuance costs have been amortized and are
      included in amortization of debt discounts and debt issuance costs on the
      accompanying condensed statements of operations.




*Repayment
      Terms of Convertible Notes*





Flagship
      was originally required to repay the Laurus Convertible Notes and Junior
      Convertible Notes (collectively the “Convertible Notes”) on a monthly basis over
      the following 24 months beginning on February 1, 2007. In 2007, holders of
      the
      Convertible Notes and the Company executed waivers (the “Waivers”) whereby the
      parties agreed that the first monthly payment would be deferred until July
      1,
      2007. All deferred payments would be payable in January 2009. As consideration
      for the Waivers the Company agreed to pay a fee of approximately $57,500 to
      the
      Convertible Note holders. The Company will amortize the fee for the remaining
      time the Convertible Notes are outstanding. The Company has determined that
      the
      changes in the repayment of the debt per the Waivers did not substantially
      change the Convertible Notes.




F-13




**5.**
              **Capital
                  Stock**





*Increase
      in Authorized Shares*





In
      April
      2007 a majority of the stockholders of Flagship approved an increase in the
      number of authorized shares of common stock from 125,000,000 shares to
      175,000,000 shares and and the number of authorized shares of preferred stock
      from 5,000,000 shares to 25,000,000 shares.





*Interim
      Financings and Sales of Common Stock and Warrants*





On
      June
      7, 2006 the Company issued notes payable to Apollo Medical Partners, LP and
      Apollo Medical Offshore Partners, LP in the amounts of $2,700,000 and
      $1,300,000, respectively (the “Apollo Notes”). Pursuant to the terms of the
      Apollo Notes, the principal and accrued interest, were convertible into the
      form
      of securities issued in the next round of financing on the same terms and
      conditions as such financing, provided that the Company raised an additional
      $4,000,000.





In
      November 2006 the Company commenced a private placement to raise up to
      $8,000,000 in interim financing (the “Interim Financing”) by issuing up to
      4,000,000 newly issued shares of the Company’s common stock at a price of $2.00
      per share and warrants to purchase up to 1,000,000 shares of common stock at
      an
      exercise price of $1.00 per share and a term of seven years. The investors
      will
      receive warrants to purchase one share of the Company’s common stock for every
      two shares of common stock purchased.





The
      table
      below summarizes the investment activity related to the Interim
      Financing:





Date
            
            Investment Amount
            
            Shares
                of CommonStock Issued
            
            Warrants
                Issued to Purchase Common StockDecember
                2006
            
            $
            2,200,000
            
            
            1,100,000
            
            
            550,000January
                2007
            
            
            1,130,000
            
            
            565,000
            
            
            282,500April
                2007
            
            
            400,000
            
            
            200,000
            
            
            100,000June
                2007
            
            
            270,000
            
            
            135,000
            
            
            67,500Total
            
            $
            4,000,000
            
            
            2,000,000
            
            
            1,000,000




In
      June
      2007, upon the closing of the required minimum of $4,000,000 of additional
      capital, the Apollo Notes, including all accrued interest, converted into common
      stock on the same terms as the Interim Financing. As a result, in June 2007
      the
      Company issued 2,167,877 shares of its common stock and warrants to purchase
      1,083,939 shares of common stock at $2.00 per unit for an aggregate of
      $4,335,754 ($4,000,000 of principal and $335,754 of accrued interest). The
      warrants have a term of seven years and an exercise price of $1.00 per
      share.





In
      accordance with the Interim Financing, the Company granted the investors certain
      piggyback registration rights and agreed to register the common stock issued
      to
      the investors and the common stock underlying the warrants in connection with
      the registration statement expected to be filed in connection with the next
      financing. In connection with the Securities Purchase Agreement entered into
      in
      July 2007 (Note 9), all of the participants in the Interim Financing agreed
      to
      defer registering their stock until such time as the Company meets the SEC
      regulations that will allow all of the shares relating to the Interim Financing
      to be registered.




F-14




**6.**
            **Commitments
                and contingencies**





*Pending
      litigation*





A
      former
      independent contractor (the “Plaintiff”) has filed a lawsuit against the Company
      and Flagship, among others. The Plaintiff alleges that he was promised
      employment with the Company and performed services to Flagship based on these
      promises. The Plaintiff is seeking compensatory and punitive damages, including
      the issuance of additional shares of stock for these services and attorney
      fees
      in an aggregate amount of approximately $1,800,000. The Company believes this
      lawsuit is without merit and intends to defend it vigorously. In management’s
      opinion the final resolution of this matter will not have material impact on
      the
      financial position or results of operations of the Company.





**7.**
            **Warrants**





Outstanding
      warrants to purchase common stock issued in connection with financings consist
      of the following at June 30, 2007:





Warrants
            
            Exercise Price
            
            ExpirationWarrants
                issued in connection with Convertible Notes
            
            
            1,902,174
            
            $
            0.92
            
            
            1/31/2013Warrants
                issued in connection with the Interim Financing
            
            
            1,000,000
            
            $
            1.00
            
            
            VariousWarrants
                issued in connection with Apollo Notes conversion
            
            
            1,083,939
            
            $
            1.00
            
            
            6/7/2014Warrant
                issued in connection with Short Term Note
            
            
            200,000
            
            $
            2.00
            
            
            4/30/2012Warrants
                issued in connection with Bridge Notes
            
            
            525,000
            
            $
            2.00
            
            
            VariousTotal
            
            
            4,711,113




F-15




**8.**
            **Supplemental
                disclosure of non-cash investing and financing
                activities.**





Six
                Months Ended June 30,
            
            For the period frominception (July 9, 2002) toJune
                30, 20072007
            
            2006Value
                of contributions in-kind relating to Redeemable Series A Convertible
                Preferred Stock issued
            
            $
            -
            
            $
            -
            
            $
            85,000Value
                of contributions in-kind relating to common stock issued
            
            $
            -
            
            $
            -
            
            $
            760,000Value
                of warrants issued in connection with Redeemable Series A Convertible
                Preferred Stock
            
            $
            -
            
            $
            -
            
            $
            143,066Common
                Stock issued to founders
            
            $
            -
            
            $
            -
            
            $
            16,000Accretion
                of Redeemable Series A Convertible Preferred Stock
            
            $
            -
            
            $
            160,421
            
            $
            195,937Accretion
                of Redeemable Series B Convertible Preferred Stock
            
            $
            -
            
            $
            33,617
            
            $
            37,872Common
                stock issued to employees in lieu of compensation
            
            $
            -
            
            $
            -
            
            $
            1,591,406Common
                stock issued in exchange for services
            
            $
            254,758
            
            $
            -
            
            $
            506,441Conversion
                of Redeemable Series A Convertible Preferred Stock and Redeemable
                Series B
                Convertible Preferred Stock to common stock
            
            $
            -
            
            $
            5,509,605
            
            $
            5,509,605Issuance
                of common stock in connection with acquisition
            
            $
            -
            
            $
            (76
            )
            $
            (76
            )Issuance
                of common stock in connection with financing
            
            $
            -
            
            $
            1,951
            
            $
            1,951Issuance
                of common stock in connection with the share exchange
            
            $
            -
            
            $
            -
            
            $
            1,200Cancellation
                of founder’s shares
            
            $
            -
            
            $
            -
            
            $
            3,510Allocation
                of value to common stock, issued in connection with
                acquisition
            
            $
            -
            
            $
            -
            
            $
            186,000Allocation
                of value to common stock, issued in connection with convertible debt
                financings
            
            $
            -
            
            $
            3,223,389
            
            $
            3,135,698Allocation
                of value to warrants issued in connection with debt
                financings
            
            $
            436,917
            
            $
            457,671
            
            $
            894,588Conversion
                of Convertible Junior Notes to equity
            
            $
            42,500
            
            $
            -
            
            $
            42,500Conversion
                of Short Term Note to equity
            
            $
            400,000
            
            $
            -
            
            $
            400,000Conversion
                of Apollo Notes and accrued interest to equity
            
            $
            4,335,754
            
            $
            -
            
            $
            4,335,754Allocation
                of value to beneficial conversion feature in connection with debt
                financings
            
            $
            127,440
            
            $
            3,043,692
            
            $
            1,822,551Conversion
                of short term notes to Junior Convertible Notes
            
            $
            -
            
            $
            3,000,000
            
            $
            3,000,000




F-16


**Flagship
      Global Health, Inc.**


**(Formerly
      known as Patients & Physicians, Inc.)**


**(A
      Development Stage Company)**


**Notes
      to Condensed Financial Statements (unaudited)**





**9.**
            **Subsequent
                Events**





In
      July
      2007, the Company entered into a Securities Purchase Agreement (the “Securities
      Purchase Agreement”) with FrontPoint Healthcare Fund, L.P., FrontPoint
      Healthcare Fund 2X, L.P., FrontPoint Healthcare Horizons Fund, L.P. and
      FrontPoint Healthcare Long Horizons Fund, L.P. (collectively, the “Buyer”).
      Under the Securities Purchase Agreement, the Buyer purchased from the Company
      an
      aggregate of 6,809,258 shares of the Common Stock and warrants representing
      the
      right to acquire 2,042,777 shares of Common Stock for $2.20 per unit. The
      Company realized net proceeds of $14,231,349. The warrants have a term of three
      years and an exercise price of $3.00 per share.




In
      accordance with the terms and conditions of the Securities Purchase Agreement,
      the Company and the Buyer entered into a Registration Rights Agreement (the
      “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement,
      the Company agreed to register the Buyer’s shares of common stock issued under
      the Securities Purchase Agreement and the common stock underlying the
      warrants.





Summarized
      below is the unaudited pro forma condensed balance sheet for June 30, 2007
      as if
      the results of the above financing were included as of that date. In addition,
      working capital would improve to $10,267,821.





June
                30, 2007Cash
            
            $
            14,891,982Current
                assets
            
            $
            15,010,835Total
                assets
            
            $
            16,476,872Total
                stockholder’s equity
            
            $
            8,564,977Total
                liabilities and stockholder’s equity
            
            $
            16,476,872




F-17


**Item
      2. Management's Discussion and Analysis or Plan of
      Operation.**





This
      Management's **** Discussion
      and Analysis or Plan of Operation (MD&A) contains forward-looking statements
      that involve known and unknown risks, significant uncertainties and other
      factors that may cause our actual results, levels of activity, performance
      or
      achievements to be materially different from any future results, levels of
      activity, performance or achievements expressed, or implied, by those
      forward-looking statements. You can identify forward-looking statements by
      the
      use of the words “may,” “will,” “should,” “could,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,”
“proposed,” or “continue” or the negative of those terms. These statements are
      only predictions. In evaluating these statements, you should specifically
      consider various factors, including the risk factors outlined above and below.
      These factors may cause our actual results to differ materially from any
      forward-looking statements. Although we believe that the exceptions reflected
      in
      the forward-looking statements are reasonable, we cannot guarantee future
      results, levels of activity, performance or achievements. Therefore, actual
      results may differ materially and adversely from those expressed in any
      forward-looking statements. We undertake no obligation to revise or update
      publicly any forward-looking statements for any reason.




**Risk
      Factors**





*Our
      financial condition, business, operation and prospects involve a high degree
      of
      risk. You should carefully read and consider the risks and uncertainties
      described below as well as the other information in this report before deciding
      to invest in our Company. If any of the following risks are realized, our
      business, operating results and financial condition could be harmed and the
      value of our stock could go down. This means that our stockholders could lose
      all or a part of their investment.*




**Risks
      Relating To Our Business**




***The
      Company’s business is difficult to evaluate because it has a limited operating
      history.***




The
      Company has a limited operating history and participates in a relatively new
      and
      rapidly evolving market. The business has undergone significant transformation
      during its short history as a result of changes in the services and products
      offered, changes in market conditions, and changes in our targeted membership,
      and is expected to continue to change for similar reasons. We cannot assure
      you
      that our current business strategy will be successful in the long
      term.




We
      have
      expanded the scope of the Company’s product offerings while also expanding it
      globally. This wider scoping of the business has contributed, in part, to the
      significant losses we have experienced since inception and, we cannot assure
      you
      that our business will be successful.




***The
      Company has a history of significant losses and may not be profitable in the
      future and has going concern considerations.***




Flagship
      has a history of net losses and has an accumulated deficit of
      $31,356, 856
      from
      inception (July 9, 2002) through June 30, 2007. This amount does not include
      losses of Flagship prior to the Share Exchange, as defined herein. Furthermore,
      developing the Company’s business strategy and expanding the Company’s services
      will require additional capital, which may or may not be available to the
      Company. You should not rely solely on the public market valuation of the
      Company and the views of security analysts and investors for assessing the
      operational, business and financial success of the Company. Fluctuations in
      our
      quarterly operating results or our inability to achieve or maintain
      profitability may cause volatility in the price of our common
      stock in the public market. In light of these factors, among others, our
      independent registered public accounting firm has stated that there is
      substantial doubt about our ability to continue as a going concern in their
      opinion dated March 28, 2007 on our audited financial statements. The financial
      statements do not include any adjustments that might result for the outcome
      of
      this uncertainty.




18




***The
      Company may be unable to fund future growth.***




The
      Company’s business strategy calls for expansion through an increase in sales of
      membership by its internal and external sales forces. To this end, the Company
      has decided to invest substantial funds to increase its sales and marketing
      resources in order to grow revenues. In order to implement this
      strategy, the
      Company will require funding for additional personnel, capital expenditures
      and
      other expenses, as well as for working capital purposes. Financing may not
      be
      available to the Company on favorable terms, if at all.
      If adequate funds are not available on acceptable terms, then the Company may
      not be able to meet its business objectives for expansion. This, in turn, could
      harm the Company’s business, results of operations and financial condition. In
      addition, if the Company raises additional funds through the issuance of equity
      or convertible debt securities, or a combination thereof, then the shareholders
      will suffer dilution, and any new securities may have
      rights, preferences and privileges senior to those of our common stock. Furthermore,
      if the Company raises capital or acquires businesses by incurring indebtedness, the
      Company will become subject to the risks associated with indebtedness, including
      interest rate fluctuations and any financial or other covenants that the
      Company’s lender may require. Moreover, if the Company’s strategy to increase
      its sales and marketing resources in order to grow revenues does not produce
      the
      desired result, then the Company may incur significant,
      unrecoverable expenses.




***The
      Company’s growth*** ***may*** ***be limited if it is unable to attract and retain qualified
      personnel.***




The
      Company’s business is largely dependent on the skills, experience and
      performance of key members of the Company’s senior management team. The Company
      plans to increase its sales and marketing personnel, as well as enter into
      agreements with independent third parties to sell products and services in
      order
      to grow revenue. The Company believes that its success depends largely on its
      ability to attract and retain highly-skilled and qualified technical, managerial
      and marketing personnel and enter into agreements with third parties. The
      market for
      highly skilled medical, sales, marketing and support personnel is highly
      competitive as a result of the limited availability of technically-qualified
      personnel with the requisite understanding of the markets which the Company serves. The inability to hire
      or
      retain qualified personnel may hinder
      the Company’s ability to implement its business strategy and may harm its
      business.




***Lengthy
      sales and implementation cycles for the Company’s product makes it difficult to
      forecast revenues and, as a result, may have an adverse impact on the Company’s
      business.***




The
      period from the Company’s initial contact with potential corporate buyers to the
      consummation of an agreement to offer the Company’s product to its employees is
      difficult to predict. These sales may be subject to delays due to a client’s
      internal procedures for approving such expenditures and other factors beyond
      the
      Company’s control. Implementation may be subject to delays based on the
      availability of the internal resources of the client that are needed, acceptance
      by potential members and other factors outside of the Company’s control. As a
      result, the Company has limited ability to forecast the timing of revenue from
      new members. This, in turn, makes it more difficult to predict the Company’s
      financial performance from quarter to quarter.




During
      the sales cycle and the implementation period, the Company may expend
      substantial time, effort and money preparing contract proposals and negotiating
      contracts without receiving any related revenue. In addition, many of the
      expenses related to providing the Company’s services are relatively fixed in the
      short term, including personnel costs, fixed overhead, and technology and
      infrastructure costs. As a result, the Company may be unable to adjust spending
      quickly enough to offset any unexpected revenue shortfall or delay, in which
      case the Company’s results of operations would suffer. In addition, in an
      attempt to enhance the Company’s long-term competitive position, the Company may
      from time to time make decisions regarding pricing, marketing, services and
      technology that could have a near-term adverse effect on the Company’s operating
      results.




***The
      Company faces significant competition for its products and
      services.***




While
      the
      Company’s products and services are relatively new, the greater healthcare
      markets in which the Company operates are intensely competitive, continually
      evolving and, in some cases, subject to rapid change. The Company expects the
      intensity of competition and the pace of change either to be maintained or
      at
      least be increased in the future. Many of the Company’s potential competitors
      may have greater financial, technical, product development, marketing and other
      resources than the Company. These organizations may be better known than the
      Company and may have more customers or users than the Company does. The Company
      cannot provide assurance that the Company will be able to compete successfully
      against these organizations or any alliances they have formed or may
      form.




19




***If
      the Company is unable to provide priority access to high quality healthcare
      that
      attracts and retains members, the Company’s revenues will be
      reduced.***




Interest
      in the Company’s products and services is based upon the Company’s ability to
      provide members with referrals and priority access to the Company’s network
      physicians. Although the Company has been able to continue to maintain and
      expand this network, if the Company is unable to continue to do so for any
      reason, the value of a membership would diminish and membership interest in
      the
      Company products and services would be adversely affected. Similarly, the
      Company’s ability to maintain or increase the number of highly qualified
      physicians in its network is based upon the Company’s ability to provide the
      physicians with incentive to continue to participate in the network. We cannot
      assure you that the Company will be able to retain qualified physicians for
      the
      purpose of providing referral and priority access to members. If the Company
      is
      unable to provide high quality physicians to its members, the quality of the
      Company’s products and services will be reduced.




***The
      Company is exposed to the general condition of the healthcare
      market.***




The
      Company’s business is subject to global economic conditions and, in particular,
      market conditions in the healthcare industry. The Company’s operations may be
      adversely affected by
      the
      continued declines
      in employee benefit spending by large corporations and small to medium sized
      businesses. If global economic conditions worsen, or a prolonged slowdown in
      providing such benefits exists, then the Company may experience adverse
      operating results.




***The
      Company’s products may not achieve acceptance in the
      marketplace.***




The
      Company intends to offer its membership based products and services to large
      corporations, small to medium sized businesses and individuals. The markets
      for
      these products are relatively new, unpredictable and rapidly evolving. Lack
      of
      acceptance in the marketplace for these new products and services could have
      a
      material adverse effect on the Company’s business, results of operations and
      financial condition.




**Risks
      Related to Our Stock Being Publicly Traded**




***We
      will incur increased costs as a result of being a publicly traded
      company.***




As
      a
      publicly traded company, we will incur legal, accounting and other expenses
      that
      we did not incur as a privately held company, including costs associated with
      the periodic reporting requirements applicable to a company whose securities
      are
      registered under the Securities Exchange Act of 1934, or the Exchange Act,
      recently adopted corporate governance requirements, including requirements
      under
      the Sarbanes-Oxley Act of 2002, and other rules implemented relatively recently
      by the SEC and The NASDAQ National Market. We expect these rules and regulations
      to substantially increase our legal and financial compliance costs and to make
      some activities more time-consuming and costly. We also expect that these rules
      and regulations will make it more difficult and more expensive for us to obtain
      directors and officers’ liability insurance.




***We
      do not intend to pay dividends on our common stock.***




We
      have
      never declared or paid any cash dividend on our common stock. We currently
      intend to retain any future earnings and do not expect to pay any dividends
      in
      the foreseeable future.




20




***Penny
      stock rules could make it hard to resell your shares.***




The
      Company’s common stock is traded on the Over the Counter Bulletin Board. An
      investor may find it more difficult to dispose of shares or obtain accurate
      quotations as to the market value of our common stock. In addition, rules
      promulgated by the SEC impose various practice requirements on broker-dealers
      who sell securities that fail to meet certain criteria set forth in those rules
      to persons other than established customers and accredited investors.
      Consequently, the liquidity of the Company’s securities could be impaired, not
      only in the number of securities which could be bought and sold, but also
      through delays in the timing of transactions, reduction in security analysts'
      and the news media's coverage of the Company, and lower prices for the Company’s
      securities than might otherwise be attained.




***Future
      Sales By Our Stockholders May Negatively Affect Our Stock Price And Our Ability
      To Raise Funds In New Stock Offerings.***




Sales
      of
      our common stock in the
      public market could lower the market price of our common stock. Sales may also
      make it more difficult for us to sell equity securities or equity-related
      securities in the future at a time and price that our management deems
      acceptable or at all. Of the 68,864,387 shares
      of common
      stock outstanding
      as of August 7, 2007, 9,390,302 shares
      are freely tradable without restriction, unless held by our "affiliates". The
      remaining 59,474,085 shares
      of common
      stock, which
      are
      held by existing stockholders, including the officers and directors, are
      "restricted securities" and may be resold in the public market only if
      registered or pursuant to an exemption from registration. Some of these shares
      may be resold under Rule 144.




***Our
      Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
      Significantly, Which May Affect Our Shareholders' Ability To Sell Shares Of
      Our
      Common*** ***Stock*** ***.***




Prior
      to
      this filing, there has been a limited public market for our common
      stock and
      there
      can be no assurance that a more active trading market for our common
      stock will
      develop. An absence of an active trading market could adversely affect our
      shareholders' ability to sell our common
      stock in
      short
      time periods, or possibly at all. Our common
      stock has
      experienced, and is likely to experience in the future, significant price and
      volume fluctuations, which could adversely affect the market price of our common
      stock without
      regard to our operating performance. In addition, we believe that factors such
      as quarterly fluctuations in our financial results and changes in the overall
      economy or the condition of the financial markets could cause the price of
      our common
      stock common stock to
      fluctuate substantially. These fluctuations may also cause short sellers to
      enter the market from time to time in the belief that we will have poor results
      in the future. We cannot predict the actions of market participants and,
      therefore, can offer no assurances that the market for our common stock will
      be
      stable or appreciate over time. The factors may negatively impact shareholders'
      ability to sell shares of our common stock.




***The
      Company may be subject to litigation.***




The
      Company may be subject to claims involving how the Company conducts its
      business. Any such claims against the Company may affect its business, results
      of operations and financial conditions. Such claims, including those without
      merit, could require the Company to pay damages or settlement amounts and would
      require a substantial amount of time and attention from the Company’s senior
      management as well as considerable legal expenses. Although the Company does
      not
      anticipate that its activities would warrant such claims, there can be no
      assurances that such claims will not be made.




***The
      Company lacks accounting and reporting controls.***




The
      Company’s Chief Financial Officer (the “CFO”) is solely responsible for the
      accounting and reporting functions for the Company and outsources certain of
      its
      accounting and finance functions to an independent third party. As a result,
      the
      Company currently has limited segregation of duties regarding the Company’s
      accounting and reporting functions. Management recognizes this limited
      segregation of duties as a deficiency in the Company’s internal controls and is
      planning to implement procedures to mitigate this deficiency.




21




***Government
      regulation of healthcare creates risks and challenges with respect to the
      Company’s compliance efforts and business strategies.***




The
      healthcare industry is highly regulated and is subject to changing political,
      legislative, regulatory and other influences. Existing and new Federal and
      state
      laws and regulations affecting the healthcare industry could create unexpected
      liabilities for the Company and cause the Company to incur additional costs
      and
      restrict the Company’s operations. Many healthcare laws are complex and their
      application to specific products and services may not be clear. In particular,
      many existing healthcare laws and regulations, when enacted, did not anticipate
      the healthcare products and services that the Company provides. However, these
      laws and regulations may nonetheless be applied to the Company’s products and
      services. As an international company, the Company may conduct business in
      a
      number of countries and thus may be subjected to local business practices,
      laws
      and regulations. The Company's increasing penetration into the Chinese market
      in
      particular is a significant risk to our business. Management’s failure to
      accurately anticipate the application of these laws and regulations, or other
      failures to comply, could create liability, result in adverse publicity and
      negatively affect our businesses. Some of the risks the Company faces from
      healthcare regulation are as follows:




*Anti-kickback
      Laws*




There
      are
      federal and state laws that govern patient referrals, physician financial
      relationships and inducements to healthcare providers and patients. The federal
      healthcare programs anti-kickback laws prohibit any person or entity from
      offering, paying, soliciting or receiving anything of value, directly or
      indirectly, for the referral of patients covered by Medicare, Medicaid and
      other
      federal healthcare programs or the leasing, purchasing, ordering or arranging
      for or recommending the lease, purchase or order of any item, good, facility
      or
      service covered by these programs. Many states also have similar anti-kickback
      laws that are not necessarily limited to items or services for which payment
      is
      made by a federal healthcare program.




The
      laws
      in this area are broadly written and it is often difficult to determine
      precisely how the laws will be applied in specific circumstances. Penalties
      for
      violating federal anti-kickback laws include imprisonment, fines and exclusion
      from participating, directly or indirectly, in Medicare, Medicaid and other
      federal healthcare programs. Any determination by a state or federal regulatory
      agency that any of the Company’s practices violate any of these laws could
      subject the Company to civil or criminal penalties and require the Company
      to
      change or terminate some portions of its business and could have an adverse
      effect on the Company’s business. Even an unsuccessful challenge by regulatory
      authorities of the Company’s practices could result in adverse publicity and be
      costly for the Company to defend.




*Medical
      Professional Regulation*




The
      practice of most healthcare professions requires licensing under applicable
      state law. In addition, the laws in some states prohibit business entities
      from
      practicing medicine. If a state determines that some portion of the Company’s
      business violates these laws, it may seek to have the Company discontinue those
      portions or subject the Company to penalties or licensure requirements. Any
      determination that the Company is a healthcare provider and has acted improperly
      as a healthcare provider may result in liability to the Company.




***The
      Company faces potential liability related to the privacy and security of
      personal information it collects from consumer and healthcare professionals
      through its website.***




Internet
      user privacy has become a major issue both in the United States and abroad.
      The
      Company has privacy policies posted on its website that the Company believes
      comply with applicable laws requiring notice to users about the Company’s
      information collection, use and disclosure practices. However, whether and
      how
      existing privacy and consumer protection laws in various jurisdictions apply
      to
      the Internet is still uncertain and may take years to resolve. Any legislation
      or regulation in the area of privacy of personal information could affect the
      way the Company operates its website and could harm its business. Further,
      the
      Company cannot assure you that the privacy policies and other statements on
      its
      website or its practices will be found sufficient to protect the Company from
      liability or adverse publicity relating to the privacy and security of personal
      information.




22




Under
      the
      Health Insurance Portability and Accountability Act of 1996, or HIPAA, Congress
      established a set of federal national privacy standards for the protection
      by
      health plans, healthcare clearinghouses, healthcare providers and their business
      associates of individually identifiable health records. While the Company’s
      members own and control their own personal health records, the Company’s
      maintenance of these records using Global Health ID TM may
      subject the Company to HIPAA regulations. Furthermore, legislation regarding
      HIPAA is evolving and often confusing as it applies to new businesses such
      as
      the Company. Violation of HIPAA could result in substantial penalties that
      could
      adversely affect the Company’s future.




**Additional
      Information**





We
      are
      obligated to file reports with the SEC pursuant to the Securities Exchange
      Act
      of 1934, as amended, (the “Exchange Act”). The public may read and copy any
      materials that we file with the SEC at the SEC’s Public Reference Room at 100 F
      Street, N.E., Washington, D.C. 20549. The public may obtain information on
      the
      operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
      The
      SEC maintains an Internet site that contains reports, proxy and information
      statements, and other information regarding issuers that file electronically
      with the SEC. We file electronically with the SEC. The address of that site
      is http://www.sec.gov .




23




**General
      Discussion on Results of Operations and Analysis of Financial
      Condition**




**Overview**





**Corporate
      History**





Flagship
      Global Health, Inc (“Flagship”) (formerly known as Patients & Physicians,
      Inc.) was organized on February 5, 1993.





On
      June
      27, 2006, Flagship closed an Exchange Agreement (the “Share Exchange”) with all
      of the stockholders of Flagship Patient Advocates, Inc. (“Advocates”) whereby
      Flagship acquired all of the issued and outstanding capital stock of Advocates.
      Upon completion of the Share Exchange, Advocates stockholders controlled
      approximately 99% of the then issued and outstanding common stock. Prior to
      the
      Share Exchange, Flagship was a shell company. Post the Share Exchange, Advocates
      business activities were the activities of Flagship. As a result of these
      factors, this transaction has been treated as a reverse merger and a capital
      transaction, equivalent to the issuance of stock by Advocates for Flagship’s net
      assets and, accordingly, the historical financial statements prior to June
      27,
      2006 are those of Advocates. All shares and per share data prior to the Share
      Exchange have been restated to reflect the stock issuances and the effect of
      the
      closing of the Share Exchange.





On
      January 12, 2007, a Certificate of Ownership and Merger was filed with the
      Secretary of State of the State of Delaware, pursuant to which Flagship merged
      with its wholly owned subsidiary, Advocates. As a result of the merger, Flagship
      assumed all the obligations of Advocates and the operations of Advocates were
      dissolved. As the surviving entity, Patients & Physicians, Inc. changed its
      name to Flagship Global Health, Inc. on January 12, 2007.





In
      connection with the Share Exchange, the stockholders of Advocates acquired
      the
      majority of the voting shares of Flagship, with Flagship carrying on the
      business of Advocates, and the officers and directors of Advocates became the
      officers and directors of Flagship. Therefore, the transaction is being
      accounted for as Advocates being the accounting acquirer (legal acquiree) and
      Flagship being the accounting acquiree (legal acquirer). Since at the closing
      Flagship was a non-operating shell corporation no longer meeting the definition
      of a business as defined in EITF Consensus 98-3, *Determining
      Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or
      of a
      Business* ,
      the
      transaction is equivalent to Advocates issuing stock for the net liabilities
      of
      Flagship, accompanied by a recapitalization. The accounting will be identical
      to
      that resulting from a reverse acquisition, except that there will be no
      adjustments to the historic carrying values of the assets and liabilities.




Prior
      to
      the Share Exchange, Flagship was a shell company whose primary business
      objective was to merge with an operating entity.




Flagship
      is a n
      international membership-based, private medical group dedicated to obtaining
      the
      highest level of healthcare services for its members, whether they are at home
      or traveling. Acting as a member’s healthcare advocate, Flagship is focused on
      providing priority access to renowned and clinically acclaimed physicians,
      which
      are typically difficult to access. Rather than simply providing names, Flagship
      offers referrals, priority appointments, emergent care needs, a personal
      electronic internet-based medical record repository and air evacuation to its
      members, all linked by a sophisticated IT management system. For Flagship,
      healthcare advocacy means bringing about the delivery of exceptional “medicine
      at the speed of need” to each of our members. The Company derives revenue from
      the sale of annual memberships to a combination of various service
      offerings.




24




**Critical
      Accounting Policies**




Refer
      to
      the Company’s audited financial statements for the year ended December 31, 2006
      included in our Form 10-KSB, filed with the SEC on April 2, 2007, for a summary
      of the Company’s significant accounting policies.




**Revenue
      Recognition**




We
      derive
      revenue from the sale of memberships to individuals and institutions for access
      to its healthcare service offerings.




We
      recognize revenues in accordance with Securities and Exchange Commission (the
      “SEC”) Staff Accounting Bulletin No. 101, *Revenue
      Recognition in Financial Statements* (“SAB
      No. 101”) as amended by SEC Staff Accounting Bulletin No. 104, *Revenue
      Recognition* ,
      *revised and updated* (“SAB No. 104”). SAB No. 104 stipulates that
      revenue generally is realized or realizable and earned, once persuasive evidence
      of an arrangement exists, delivery has occurred or services have been rendered,
      the fee is fixed or determinable and collectibility is reasonably assured.
      We
      sell memberships to individuals and institutions for access to its healthcare
      service offerings. The Company recognizes revenue ratably over the life of
      the
      membership.




To
      date,
      our memberships have been marketed only through its in-house sales force and
      a
      network of independent brokers.




In
      the
      broker channel, we recognize revenue when the broker distributor sells our
      memberships, provided we have satisfied all other terms and conditions.




**Stock-Based
      Compensation**




We
      have
      adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R) (revised
      2004), *Share-Based
      Payment* (“SFAS
      No. 123(R)”), which requires the recognition of compensation expense for
      employee stock options and other share-based payments. SFAS No. 123(R) was
      issued in December 2004. Under this method of adoption, expense related to
      employee stock options and other share-based payments is recognized over the
      relevant service period based on the fair value of each stock option
      grant.




We
      have
      accounted for non-employee compensation expense in accordance with Emerging
      Issues Task Force (“EITF”) Issue No. 96-18, *Accounting
      for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services* (“EITF
      96-18”), which requires non-employee stock options to be measured at their fair
      value as of the earlier of the date at which a commitment for performance to
      earn the equity instruments is reached (“performance commitment date”) or the
      date at which performance is complete (“performance completion date”).
      Accounting for non-employee stock options, which involve only performance
      conditions when no performance commitment date or performance completion date
      has occurred as of the interim financial reporting date, requires measurement
      at
      the instruments then-current fair value.




We
      have
      followed the guidance outlined in Financial Accounting Standards Board (“FASB”)
      Interpretations (“FIN”) No. 28, *Accounting
      for Stock Appreciation Rights and Other Variable Stock Option or Award
      Plans* (“FIN
      28”), as it relates to computing expense when appreciation rights vest over
      time. As of June 30, 2007, we accounted for 2,545,000 options under the guidance
      of EITF 96-18.




The
      fair
      value of each stock option grant to employees is estimated on the date of grant.
      The fair value of each stock option grant to non-employees is estimated on
      the
      applicable performance commitment date, performance completion date, or interim
      financial reporting date.




25




**Results
      Of Operations For The Three Months Ended June 30, 2007 Compared To The Three
      Months Ended June 30, 2006**





Our
      activities to date have been focused on developing an
      international membership-based health assurance company providing health
      management and emergency support resources typically not available through
      conventional medical insurance. The Company provides physician referrals, on
      a
      priority basis, and emergent care needs, a personal electronic internet-based
      medical record repository and air evacuation to its members, all linked by
      a
      sophisticated management system and is still considered to be a development
      stage company. Our operating activities to date have consisted primarily of
      developing our membership and physician databases and establishing our physician
      network. We had revenues of $47,666 and total net expenses of $3,537,106 for
      the
      three months ended June 30, 2007 compared to revenues of $10,172 and total
      net
      expenses of $3,482,362 for the three months ended June 30, 2006.





**Revenues**





Our
      total
      revenue increased by $37,494 to $47,666 for the three months ended June 30,
      2007
      versus $10,172 for the three months ended June 30, 2006. The increase is a
      result of the recognition of revenue from sales of annual memberships from
      2006.
      We are still in the stages of early product and services development and we
      do
      not expect to generate significant revenue from our various product lines until
      late 2007.




**Costs
      of Revenue**





Our
      total
      costs of revenue increased to $5,333 for the three months ended June 30, 2007
      versus $1,523 for the three months ended June 30, 2006. The increase is directly
      related to costs associated with the recognition of revenues related to
      membership sales.





**Total
      Expenses**





Total
      operating expenses for the three months ended June 30, 2007 were $2,445,962
      compared to $2,308,331 for the three months ended June 30, 2006, an increase
      of
      $137,631 or 6.0% These expenses incurred during the three months ended June
      30,
      2007 as compared to 2006, are set forth in greater detail below and in the
      accompanying condensed financial statements attached.





Membership
      services expenses. Membership services expenses decreased by $31,748, or 4.9%,
      to $621,203 for the three months ended June 30, 2007 versus $652,951 for the
      three months ended June 30, 2006. The decrease was principally due to a
      reduction in personnel resulting in a decrease in related costs of approximately
      $109,000. This decrease was offset by increases in the amortization of stock
      options of approximately $53,500, and stipends paid to Network Specialty Chiefs
      and Regional Medical Directors of approximately $30,700 due to a reduction
      in
      the number of Chiefs and Regional Medical Directors.





Selling,
      general and administrative expenses. Selling, general and administrative
      expenses increased by $169,379, or 10.2%, to $1,824,759 for the three months
      ended June 30, 2007 as compared to $1,655,380 for the three months ended June
      30, 2006. This increase was principally attributable to an increase related
      to
      the amortization of stock options of approximately $66,000 related to the
      issuance of options during the current quarter, an increase in occupancy costs
      of approximately $174,000 related to the move to larger office space in late
      2006, an increase of approximately $17,000 related to technology and
      communication costs, an increase of approximately $311,000 related to increases
      in professional fees, investor relations, and insurance costs due to being
      a
      public company, as well as the use of a labor consultant in the current quarter
      and an increase of approximately $15,000 in depreciation and amortization
      associated with the costs associated with the acquisition of certain software
      in
      2006. These increases were offset by decreases in sales and marketing expenses
      related to printed materials of approximately $130,000, a decrease in personnel
      costs of approximately $50,000 related to a decrease in personnel and a
      reduction of approximately $40,000 in travel costs primarily related to our
      involvement in two projects in China. In addition, the Company incurred the
      cost
      to acquire the public shell in 2006 of $240,000.




26




Interest
      income. Interest income decreased by $8,530 to $5,813 for the three months
      ended
      June 30, 2007 as compared to $14,343 for the three months ended June 30, 2006.
      This decrease was a result of having less cash on hand during the current three
      months ended June 30, 2006 as compared to the same period in 2006.





Amortization
      of debt discounts and debt issuance costs. Amortization of debt discounts and
      debt issuance costs decreased by $73,857 to $934,597 for the three months ended
      June 30, 2007 versus $1,008,454 for the three months ended June 30 2006. This
      change was due to a decrease resulting from a change in the estimated fair
      market value of the common stock used in the amortization calculation of the
      discounts on the Convertible Note financing that closed in January 2006 offset
      by the write off of the debt discount related to the conversion of the Short
      Term Note. Costs allocated to the debt are charged to operations over the life
      of the debt using the interest method, which produces a constant periodic rate
      of return.





Interest
      expense. Interest expense increased to $232,811 for the three months ended
      June
      30, 2007 versus $179,920 for the three months ended June 30, 2006. This increase
      of approximately $53,000 is primarily due to interest expense incurred in the
      current period related to the short term convertible notes, which did not exist
      in 2006.





Other
      income, net. Other income, net increased to $70,451 for the three months ended
      June 30, 2007 versus $0 for the same period in 2006. This increase was primarily
      due to the recognition of sublease income in 2007 generated from our subletting
      our vacated office space.





**Net
      loss**





As
      a
      result of the foregoing, for the three months ended June 30, 2007, net loss
      increased by $21,060 to a net loss of $3,494,773, compared to a net loss of
      $3,473,713 for the corresponding period in 2006.





**Results
      of Operations For The Six months Ended June 30, 2007 Compared To The Six months
      Ended June 30, 2006**





We
      had
      revenues of $98,568 and total net expenses of $6,836,611 for the six months
      ended June 30, 2007 and revenues of $17,186 and total net expenses of $6,522,654
      for the six months ended June 30, 2006.





**Revenue**





For
      the
      six months ended June 30, 2007, we generated revenues of $98,568 as compared
      to
      $17,186 for the six months ended June 30, 2006. This increase is due to the
      recognition of revenue from the sale of annual memberships during 2006. We
      are
      still in the stages of early product and services development and we do not
      expect to generate significant revenue from our various product lines until
      late
      2007.




**Costs
      of Revenue**




Our
      total
      costs of revenue increased to $12,608 for the six months ended June 30, 2007
      versus $3,721 for the six months ended June 30, 2006. The increase is directly
      related to costs related to the recognition of revenue from membership sales.




**Total
      Expenses**





Total
      operating expenses for the six months ended June 30, 2007 were $4,752,338,
      compared to $4,597,845 for the six months ended June 30, 2006, an increase
      of
      $154,493 or 3.4%. The expenses incurred for 2007 as compared to 2006, are set
      forth in greater detail below and in the accompanying condensed financial
      statements attached.




27




**Costs
      and Expenses**




Membership
      services. Membership services expenses increased by $1,110 to $1,296,025 for
      the
      six months ended June 30, 2007, versus $1,294,915 for the six months ended
      June
      30, 2006. There were increases related to the amortization of stock options
      of
      approximately $182,000 and stipends paid to specialty chiefs and regional
      medical directors of approximately $12,000 offset by decreases in personnel
      costs of approximately $173,000 related to a decrease in call center personnel
      and a decrease in technology and communication costs of approximately
      $21,000.




Selling,
      general and administrative. Selling, general and administrative expenses
      increased by $153,383, or 4.6%, to $3,456,313 for the six months ended June
      30,
      2007, as compared to $3,302,930 for the six months ended June 30, 2006. This
      increase was due to an increase in occupancy costs of approximately $401,000
      related to the move to the company’s new headquarters in late 2006, increases in
      professional fees of approximately $581,000, including legal and accounting,
      investor relations and the use of a labor consultant as well as an increase
      in
      insurance costs of approximately $17,000, all related to being a public company
      and an increase of approximately $53,000 in technology and communications
      related to the outsourcing of computer maintenance in 2007. These increases
      were
      offset by decreases in sales and marketing expenses primarily attributable
      to
      reduced printed materials of approximately $138,000, a decrease of approximately
      $124,000 due to a reduction in personnel, and a decrease of approximately
      $407,000 directly related to a reduction in the number of stock options granted
      in 2006 versus 2007. In addition, the Company incurred the cost to acquire
      the
      public shell in 2006 of $240,000.




Interest
      income. Interest income decreased by $11,258 to $14,649 for the six months
      ended
      June 30, 2007, as compared to $25,907 for the six months ended June 30, 2006.
      This increase was due to having less cash on hand during the current year as
      compared to the prior year.




Amortization
      of debt discounts and debt issuance costs. Amortization of debt discounts and
      debt issuance costs increased by $93,366 to $1,766,734 for the six months ended
      June 30, 2007, versus $1,673,368 for the same period last year. This change
      was
      due to a decrease resulting from a change in the estimated fair market value
      of
      the common stock used in the amortization calculation of the discounts on the
      Convertible Note financing that closed in January 2006 offset by the write
      off
      of the debt discount related to the conversion of the Short Term Note. Costs
      allocated to the debt are charged to operations over the life of the debt using
      the interest method, which produces a constant periodic rate of return.




Interest
      expense. Interest expense increased by $202,140 to $479,488 for the six months
      ended June 30, 2007 versus $277,348 for the six months ended June 30, 2006.
      This
      increase is due to an increase in the amount of debt outstanding during the
      six
      months ended June 30, 2007 versus the same period in 2006.




Other
      income, net. Other income, net increased to $147,300 in 2007 versus $0 in 2006.
      This increase was primarily due to the recognition of sublease income in 2007
      generated from our subletting our vacated office space.




**Net
      Loss**





For
      the
      six months ended June 30, 2007, we had a net loss of $6,750,651, as compared
      to
      a net loss of $6,509,189 for the same period in 2006, an increase of $241,462,
      or 3.7%. Net loss per common share improved from a loss of $0.16 per share
      in
      2006 to $0.11 per share in 2007.





28




**Liquidity
      And Capital Resources**





The
      accompanying unaudited condensed financial statements have been prepared
      assuming the Company will continue as a going concern. We have experienced
      net
      losses of $31,356,856 since inception (July 9, 2002), including $6,750,651
      and
      $6,509,189 for the six months ended June 30, 2007 and 2006, respectively. In
      addition, we had a working capital deficit of $3,963,528 at June 30, 2007.





The
      Company recently completed an equity financing in July 2007 and realized
      net proceeds of $14,231,349 (Note 9). Management recognizes that Flagship’s
      continuation as a going concern is dependent upon its ability to generate
      sufficient cash flows to allow the Company to continue the development of its
      business plan and satisfy its obligations on a timely basis. Although there
      can
      be no assurance, management believes that such cash flows will be provided
      by
      additional equity and/or debt financings through the time in which Flagship
      emerges from the development stage and generates sufficient positive cash flows
      from its operations. Our unaudited condensed financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





At
      June
      30, 2007, the Company had a working capital deficit of $3,963,528, compared
      to a
      working capital deficit of $5,072,906 at December 31, 2006. The decrease in
      the
      deficit is primarily the result of the conversion of $4,000,000 of short term
      convertible notes into common stock in the second quarter of 2007, offset by
      the
      an increase in the current portion of the debt financings of approximately
      $1,970,000, and an increase in accounts payable and accrued liabilities of
      approximately $595,000 resulting of the company’s need to conserve working
      capital.





At
      June
      30, 2007 current liabilities includes the current portion of the debt
      financings. The principal amount of the Convertible Notes, $7,100,000, is
      payable in installments over twenty-four months, commencing in July 2007 and
      the
      principal amount of the Bridge Notes, $1,050,000, is due in full in the first
      half of 2008. The Convertible Notes accrue interest at 1.0% above the prime
      rate
      and the Bridge Notes accrue interest at 9.0%.




Net
      cash
      used in investing activities was $145,913 for the six months ended June 30,
      2007, versus $40,649 for the six months ended June 30, 2006. For the six months
      ended June 30, 2006, investing activities primarily included leasehold
      improvements in our new office space.





Net
      cash
      provided by financing activities during the six months ended June 30, 2007
      was
      $2,850,000, versus $7,943,319 during the six months ended June 30, 2006. The
      decrease of approximately $5,093,000 resulted from the net proceeds of
      $4,014,457 from the closing of the Convertible Notes and proceeds of $4,000,000
      from the Term Notes in 2006 versus net proceeds of $2,850,000 from the issuance
      of convertible notes and sale of common stock and warrants in 2007.




We
      completed an equity financing on July 17, 2007.
      The terms of the transaction provided for the issuance of 6,809,258 newly issued
      shares of our common stock and warrants with a term of three years to purchase
      2,042,777 shares of our common stock at an exercise price equal to $3.00 per
      share. The total number of warrants issued is equal to 30% of the number of
      shares purchased by each investor. Each unit was sold for $2.20 per unit. The
      Company realized net proceeds of $14,231,349.




Summarized
        below is the unaudited pro forma condensed balance sheet for June 30, 2007
        as if
        the results of the above financing were included as of that date. In addition,
        working capital would improve to $10,267,821.
 
 June
                  30, 2007Cash
              
              $
              14,891,982Current
                  assets
              
              $
              15,010,835Total
                  assets
              
              $
              16,476,872Total
                  stockholder’s equity
              
              $
              8,564,977Total
                  liabilities and stockholder’s equity
              
              $
              16,476,872




**Item
      3. Controls and Procedures.**




**A.
      Evaluation of Disclosure Controls and Procedures:**





Our
      disclosure controls and procedures are designed to ensure that material
      information relating to the Company are made known by others within the Company
      to our Chief Executive Officer (“CEO”), CFO and others in the Company involved
      in the preparation of our annual report and our quarterly reports. The Company
      has evaluated, with the participation of the Company’s CEO and CFO, the
      effectiveness of the design and operation of the Company’s disclosure controls
      and procedures as of June 30, 2007, pursuant to Exchange Act Rule 15d-15 and
      were determined not to be effective. Based upon that evaluation, the CEO and
      CFO
      identified deficiencies that existed in the design or operation of our internal
      control over financial reporting that it considered to be "material weaknesses."
      The Public Company Accounting Oversight Board defined a material weakness as
      a
      "significant deficiency or combination of significant deficiencies that results
      in more than a remote likelihood that a material misstatement of the annual
      or
      interim financial statements will not be prevented or detected."




29





The
      material weakness identified relate to:





·
            the
                lack of sufficient knowledge and experience among the internal accounting
                personnel regarding the application of US GAAP and SEC requirements;
                and




·
            insufficient
                written policies and procedures for accounting and financial reporting
                with respect to the current requirements and application of US GAAP
                and
                SEC disclosure requirements.




Notwithstanding
      the existence of this material weakness in our internal control over financial
      reporting, our management believes, including our Chief Executive Officer and
      Chief Financial Officer that the condensed financial statements included in
      this
      report fairly present in all material respects our financial condition, results
      of operations and cash flows for the periods presented.




**B.
      Changes in Internal Control over Financial Reporting:**





There
      were no changes in our internal controls over financial reporting identified
      in
      connection with our evaluation of these controls during the period covered
      by
      this report that could have significantly affected those controls subsequent
      to
      the date of the evaluation referred to in the previous paragraph, including
      any
      correction action with regard to significant deficiencies and material
      weaknesses.




30


**PART
      II**


**OTHER
      INFORMATION**





**Item
      1. Legal Proceedings.**





A
      former
      independent contractor (the “Plaintiff”) has filed a lawsuit against the
      Company, among others. The Plaintiff alleges that he was promised employment
      with Flagship and performed services for Flagship based on these promises.
      The
      Plaintiff is seeking compensatory and punitive damages, including the issuance
      of additional shares of stock for these services and attorney fees in an
      aggregate amount of approximately $1,800,000. The Company believes this lawsuit
      is without merit and intends to defend it vigorously. In management’s opinion
      the final resolution of this matter will not have material impact on the
      consolidated financial position or results of operations of the
      Company.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





On
      April
      3, 2007, Flagship issued a warrant representing a right to acquire 200,000
      shares of Common Stock at an exercise price of $2.00 in connection with a loan
      received from an investor in the amount of $400,000.





On
      April
      23, 2007, Flagship issued a warrant representing a right to acquire 200,000
      shares of Common Stock at an exercise price of $2.00 in connection with a loan
      received from an investor in the amount of $400,000.





On
      April
      30, 2007, Flagship issued a warrant representing a right to acquire 125,000
      shares of Common Stock at an exercise price of $2.00 in connection with a loan
      received from an investor in the amount of $250,000.





On
      May 3,
      2007, Flagship issued a warrant representing a right to acquire 200,000 shares
      of Common Stock at an exercise price of $2.00 in connection with a loan received
      from an investor in the amount of $400,000.





On
      May
      14, 2007, Flagship issued 200,000 shares of Common Stock and issued warrants,
      representing a right to acquire 100,000 shares of Common Stock at an
      exercise price of $1.00 per share to an investor in connection with his
      conversion of a $400,000 Short Term Note.




On
      June
      14, 2007, Flagship issued 90,000 shares of Common Stock and issued warrants,
      representing a right to acquire 45,000 shares of Common Stock at an
      exercise price of $1.00 per share to an investor in connection with his equity
      investment of $180,000 in Flagship. On the same date, Flagship issued 45,000
      shares of Common Stock and issued warrants,
      representing a right to acquire 22,500 shares of Common Stock at an
      exercise price of $1.00 per share to an investor in connection with his equity
      investment of $90,000 in Flagship.




On
      June
      19, 2007, Flagship issued 1,463,317 shares of Common Stock and issued warrants,
      representing the right to acquire 731,659 shares of Common Stock at an exercise
      price of $1.00 per share to an investor in connection with his conversion of
      an
      outstanding promissory note and accrued interest totaling $2,926,634 in
      Flagship. On the same date, Flagship issued 704,560 shares of Common Stock
      and
      issued warrants, representing the right to acquire 352,280 shares of Common
      Stock at an exercise price of $1.00 per share to an investor in connection
      with
      his conversion of an outstanding promissory note and accrued
      interest totaling $1,409,120 in Flagship.




In
        July
        2007, the Company entered into a Securities Purchase Agreement (the “Securities
        Purchase Agreement”) with FrontPoint Healthcare Fund, L.P., FrontPoint
        Healthcare Fund 2X, L.P., FrontPoint Healthcare Horizons Fund, L.P. and
        FrontPoint Healthcare Long Horizons Fund, L.P. (collectively, the “Buyer”).
        Under the Securities Purchase Agreement, the Buyer purchased from the Company
        an
        aggregate of 6,809,258 shares of the Common Stock and warrants representing
        the
        right to acquire 2,042,777 shares of Common Stock for $2.20 per unit. The
        Company realized net proceeds of $14,231,349. The warrants have a term of
        three
        years and an exercise price of $3.00 per share.




31







Issuance
      of the securities was exempt from registration under Section 4(2) of the
      Securities Act. The shares were sold to accredited investors in various private
      placements without the use of any form of general solicitation or advertising.
      The underlying securities are “restricted securities” subject to applicable
      limitations on resale.




**Item
      3. Defaults Upon Senior Securities.**





None.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





None.




**Item
      5. Other Information.**





None.





**Item
      6. Exhibits.**





Exhibit
                Number
            
            Description
                of Document31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification (CEO)**31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification (CFO)**32.1
            
            Section
                1350 Certification (CEO)**32.2
            
            Section
                1350 Certification (CFO)**




----------


**
      Filed
      herewith.




32


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**FLAGSHIP
              GLOBAL HEALTH, INC.**Date: August
              13, 2007
            By:/s/ Fred
              F.
              NazemFred
              F. Nazem, Chief Executive Officer and
              Chariman


Date: August
              13, 2007
            By:/s/ Philip
              E.
              BarakPhilip
              E. Barak, Chief Financial Officer




33